Laurus Master Fund Ltd, et al. – ‘SC 13G/A’ on 2/16/10 re: Retail Pro, Inc.

On:  Tuesday, 2/16/10, at 7:48am ET   ·   Accession #:  1144204-10-7692   ·   File #:  5-51775

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Amendment to Statement of Beneficial Ownership   —   Schedule 13G
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Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G/A    Amendment to Statement of Beneficial Ownership        28±   130K 

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SC 13G/A
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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

 Under the Securities Exchange Act of 1934

(Amendment No.2)  

RETAIL PRO, INC.
--------------------------------------------------------------------------------
(Name of Issuer)

 Common Stock, par value $0.0001 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)

 76131K107
--------------------------------------------------------------------------------
(CUSIP Number)

 December 31, 2009
--------------------------------------------------------------------------------
 (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule 
13G is filed:                                                                   

|_| Rule 13d-1(b)                                                   

|X| Rule 13d-1(c)                                                   

|_| Rule 13d-1(d)                                                   

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of   
1934 ("Act") or otherwise subject to the liabilities of that section of the Act 
but shall be subject to all other provisions of the Act (however, see the       
Notes).                                                                         

SC 13G/A
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CUSIP No. 76131K107                                                             
--------------------------------------------------------------------------------
1    NAME OF REPORTING PERSON                                                   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).           

PSource Structured Debt Limited                                       

--------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)        
(a) |_|                                                               
(b) |X|                                                               
--------------------------------------------------------------------------------
3    SEC USE ONLY                                                               

--------------------------------------------------------------------------------
4    CITIZENSHIP OR PLACE OF ORGANIZATION                                       

Guernsey                                                              
--------------------------------------------------------------------------------
5    SOLE VOTING POWER                            

0 shares of Common Stock.*              
               -----------------------------------------------------------------
NUMBER OF    6    SHARED VOTING POWER                                       
SHARES                                                                    
BENEFICIALLY        6,464,307 shares of Common Stock.*                          
  OWNED BY     -----------------------------------------------------------------
EACH       7    SOLE DISPOSITIVE POWER                                  
REPORTING                                                                   
PERSON           0 shares of Common Stock.*                               
    WITH       -----------------------------------------------------------------
8    SHARED DISPOSITIVE POWER                     

6,464,307 shares of Common Stock.*      
--------------------------------------------------------------------------------
9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               

6,464,307 shares of Common Stock.                                     
--------------------------------------------------------------------------------
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES       
    (SEE INSTRUCTIONS)                                                     |X|

--------------------------------------------------------------------------------
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)                          

9.99%                                                                 
--------------------------------------------------------------------------------
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)                                

OO                                                                    
--------------------------------------------------------------------------------
*Based on 61,340,195 shares of the common stock, par value $0.0001 per share    
(the "Shares"), issued and outstanding of Retail Pro, Inc., a Delaware          
corporation (the "Company") as of May 29, 2008, as disclosed in the Company's   
Quarterly Report on Form 10-Q/A for the fiscal year ended December 31, 2007 (the
"10-Q/A"), which was the last report filed by the Company reporting the number  
of issued and outstanding Shares of the Company. The Company has not filed any  
public filing describing its outstanding Shares or the number of issued and     
outstanding Shares of the Company since the 10-Q/A. The Reporting Persons have  
no reason to believe that the information regarding the number of issued and    
outstanding Shares of the Company contained in the 10-Q/A is inaccurate. . As of
December 31, 2009, PSource Structured Debt Limited ("PSource"), Laurus Master   
Fund, Ltd. (in Liquidation) (the "Fund"), Valens U.S. SPV I, LLC, ("Valens US"),
and Valens Offshore SPV II, Corp. ("VOFF SPV II", and together with PSource, the
Fund, and Valens US, the "Investors") collectively held (i) 3,096,713 Shares,   
(ii) a warrant (the "First Warrant") to acquire 3,750,000 Shares at an exercise 
price of $0.71 per Share, subject to certain adjustments, (ii) a warrant (the   
"Second Warrant") to acquire 250,000 Shares at an exercise price of $0.43 per   
Share, subject to certain adjustments, (iii) a warrant (the "Third Warrant") to 
acquire 4,444,444 Shares at an exercise price of $0.23 per Share, subject to    
certain adjustments, (iv) a warrant (the "Fourth Warrant") to acquire 1,200,000 
Shares at an exercise price of $0.20 per Share, subject to certain adjustments, 
(v) a warrant (the "Option") to acquire 14,028,152 Shares at an exercise price  
of $0.01 per Share, subject to certain adjustments, (vi) a warrant ("Option 2A")
to acquire 1,125,000 Shares at an exercise price of $0.01 per Share, subject to 
certain adjustments, (vii) a warrant ("Option 2") to acquire 1,125,000 Shares at
an exercise price of $0.01 per Share, subject to certain adjustments, (viii) a  
warrant ("Option 3") to acquire 1,706,250 Shares at an exercise price of $0.01  
per Share, subject to certain adjustments, (ix) a warrant ("Option 4")to acquire
1,000,000 Shares at an exercise price of $0.01 per Share, subject to certain    
adjustments, (x) a warrant ("Option 5", and together with the First Warrant,    
Second Warrant, Third Warrant, Fourth Warrant, Option, Option 2A, Option 3 and  
Option 4, collectively, the "Warrants") to acquire 15,000,000 Shares at an      
exercise price of $0.01 per Share, subject to certain adjustments. The Warrants 
contain an issuance limitation prohibiting the Investors from exercising those  
securities to the extent that such exercise would result in beneficial ownership
by the Investors of more than 9.99% of the Shares then issued and outstanding   
(the "9.99% Issuance Limitation"). The 9.99% Issuance Limitation may be (a)     
waived by the Investors upon at least 61 days prior notice to the Company,      
provided there no indebtedness owed to the Investors is outstanding, and (b)    
following notice to the Company shall automatically become null and void upon   
the occurrence and/or continuance of an event of default (as defined in and     
pursuant to the terms of the applicable instrument). The Fund is in liquidation 
under the supervision of the Grand Court of the Cayman Islands. The Joint       
Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson    
Smith Associates, Ltd. The JOLs have discretion over the management of the Fund 
and the disposition of its assets, including the securities owned by the Fund   
reported in this Schedule 13G, as amended. Laurus Capital Management, LLC       
("LCM") acting through its controlling principals, Eugene Grin and David Grin,  
provides day to day investment management services to the Fund and its two      
feeder funds concerning their respective assets, including the securities owned 
by the Fund reported in this Schedule 13G, as amended, subject to certain       
oversight and preapproval rights of the JOLs and LCM's obligations to the Fund  
under the Seventh Amended and Restated Investment Management Agreement of April 
26, 2007, as amended, restated, modified and/or supplemented from time to time; 
all of the foregoing subject to specific directions otherwise given by the JOLs 
at their discretion. PSource is managed by LCM, subject to certain preapproval  
rights of the board of directors of Psource. Valens U.S. and VOFF SPV II are    
managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin,  
through other entities, are the controlling principals of LCM and VCM and share 
voting and investment power over the securities owned by the Fund (subject to   
the oversight and preapproval rights of the JOLs), PSource, Valens U.S. and VOFF
SPV II reported in this Schedule 13G, as amended. The JOLs share voting and     
investment power over the securities owned by the Fund.                         

SC 13G/A
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CUSIP No. 76131K107                                                             
--------------------------------------------------------------------------------
1    NAME OF REPORTING PERSON                                                   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).           

Laurus Master Fund, Ltd.(In Liquidation)*                             
98-0337673                                                            
--------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)        
(a) |_|                                                               
(b) |X|                                                               
--------------------------------------------------------------------------------
3    SEC USE ONLY                                                               

--------------------------------------------------------------------------------
4    CITIZENSHIP OR PLACE OF ORGANIZATION                                       

Cayman Islands                                                        
--------------------------------------------------------------------------------
5    SOLE VOTING POWER                            

0 shares of Common Stock.*              
               -----------------------------------------------------------------
NUMBER OF    6    SHARED VOTING POWER                                       
SHARES                                                                    
BENEFICIALLY        6,464,307 shares of Common Stock.*                          
  OWNED BY     -----------------------------------------------------------------
EACH       7    SOLE DISPOSITIVE POWER                                  
REPORTING                                                                   
PERSON           0 shares of Common Stock.*                               
    WITH       -----------------------------------------------------------------
8    SHARED DISPOSITIVE POWER                     

6,464,307 shares of Common Stock.*      
--------------------------------------------------------------------------------
9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               

6,464,307 shares of Common Stock.                                     
--------------------------------------------------------------------------------
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES       
    (SEE INSTRUCTIONS)                                                     |X|

--------------------------------------------------------------------------------
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)                          

9.99%                                                                 
--------------------------------------------------------------------------------
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)                                

CO                                                                    
--------------------------------------------------------------------------------
*Based on 61,340,195 shares of the common stock, par value $0.0001 per share    
(the "Shares"), issued and outstanding of Retail Pro, Inc., a Delaware          
corporation (the "Company") as of May 29, 2008, as disclosed in the Company's   
Quarterly Report on Form 10-Q/A for the fiscal year ended December 31, 2007 (the
"10-Q/A"), which was the last report filed by the Company reporting the number  
of issued and outstanding Shares of the Company. The Company has not filed any  
public filing describing its outstanding Shares or the number of issued and     
outstanding Shares of the Company since the 10-Q/A. The Reporting Persons have  
no reason to believe that the information regarding the number of issued and    
outstanding Shares of the Company contained in the 10-Q/A is inaccurate. . As of
December 31, 2009, PSource Structured Debt Limited ("PSource"), Laurus Master   
Fund, Ltd. (in Liquidation) (the "Fund"), Valens U.S. SPV I, LLC, ("Valens US"),
and Valens Offshore SPV II, Corp. ("VOFF SPV II", and together with PSource, the
Fund, and Valens US, the "Investors") collectively held (i) 3,096,713 Shares,   
(ii) a warrant (the "First Warrant") to acquire 3,750,000 Shares at an exercise 
price of $0.71 per Share, subject to certain adjustments, (ii) a warrant (the   
"Second Warrant") to acquire 250,000 Shares at an exercise price of $0.43 per   
Share, subject to certain adjustments, (iii) a warrant (the "Third Warrant") to 
acquire 4,444,444 Shares at an exercise price of $0.23 per Share, subject to    
certain adjustments, (iv) a warrant (the "Fourth Warrant") to acquire 1,200,000 
Shares at an exercise price of $0.20 per Share, subject to certain adjustments, 
(v) a warrant (the "Option") to acquire 14,028,152 Shares at an exercise price  
of $0.01 per Share, subject to certain adjustments, (vi) a warrant ("Option 2A")
to acquire 1,125,000 Shares at an exercise price of $0.01 per Share, subject to 
certain adjustments, (vii) a warrant ("Option 2") to acquire 1,125,000 Shares at
an exercise price of $0.01 per Share, subject to certain adjustments, (viii) a  
warrant ("Option 3") to acquire 1,706,250 Shares at an exercise price of $0.01  
per Share, subject to certain adjustments, (ix) a warrant ("Option 4")to acquire
1,000,000 Shares at an exercise price of $0.01 per Share, subject to certain    
adjustments, (x) a warrant ("Option 5", and together with the First Warrant,    
Second Warrant, Third Warrant, Fourth Warrant, Option, Option 2A, Option 3 and  
Option 4, collectively, the "Warrants") to acquire 15,000,000 Shares at an      
exercise price of $0.01 per Share, subject to certain adjustments. The Warrants 
contain an issuance limitation prohibiting the Investors from exercising those  
securities to the extent that such exercise would result in beneficial ownership
by the Investors of more than 9.99% of the Shares then issued and outstanding   
(the "9.99% Issuance Limitation"). The 9.99% Issuance Limitation may be (a)     
waived by the Investors upon at least 61 days prior notice to the Company,      
provided there no indebtedness owed to the Investors is outstanding, and (b)    
following notice to the Company shall automatically become null and void upon   
the occurrence and/or continuance of an event of default (as defined in and     
pursuant to the terms of the applicable instrument). The Fund is in liquidation 
under the supervision of the Grand Court of the Cayman Islands. The Joint       
Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson    
Smith Associates, Ltd. The JOLs have discretion over the management of the Fund 
and the disposition of its assets, including the securities owned by the Fund   
reported in this Schedule 13G, as amended. Laurus Capital Management, LLC       
("LCM") acting through its controlling principals, Eugene Grin and David Grin,  
provides day to day investment management services to the Fund and its two      
feeder funds concerning their respective assets, including the securities owned 
by the Fund reported in this Schedule 13G, as amended, subject to certain       
oversight and preapproval rights of the JOLs and LCM's obligations to the Fund  
under the Seventh Amended and Restated Investment Management Agreement of April 
26, 2007, as amended, restated, modified and/or supplemented from time to time; 
all of the foregoing subject to specific directions otherwise given by the JOLs 
at their discretion. PSource is managed by LCM, subject to certain preapproval  
rights of the board of directors of Psource. Valens U.S. and VOFF SPV II are    
managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin,  
through other entities, are the controlling principals of LCM and VCM and share 
voting and investment power over the securities owned by the Fund (subject to   
the oversight and preapproval rights of the JOLs), PSource, Valens U.S. and VOFF
SPV II reported in this Schedule 13G, as amended. The JOLs share voting and     
investment power over the securities owned by the Fund.                         

SC 13G/A
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CUSIP No. 76131K107                                                             
--------------------------------------------------------------------------------
1    NAME OF REPORTING PERSON                                                   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).           

Laurus Capital Management, LLC                                        
13-4150669                                                            
--------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)        
(a) |_|                                                               
(b) |X|                                                               
--------------------------------------------------------------------------------
3    SEC USE ONLY                                                               

--------------------------------------------------------------------------------
4    CITIZENSHIP OR PLACE OF ORGANIZATION                                       

Delaware                                                              
--------------------------------------------------------------------------------
5    SOLE VOTING POWER                            

0 shares of Common Stock.*              
               -----------------------------------------------------------------
NUMBER OF    6    SHARED VOTING POWER                                       
SHARES                                                                    
BENEFICIALLY        6,464,307 shares of Common Stock.*                          
  OWNED BY     -----------------------------------------------------------------
EACH       7    SOLE DISPOSITIVE POWER                                  
REPORTING                                                                   
PERSON           0 shares of Common Stock.*                               
    WITH       -----------------------------------------------------------------
8    SHARED DISPOSITIVE POWER                     

6,464,307 shares of Common Stock.*      
--------------------------------------------------------------------------------
9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               

6,464,307 shares of Common Stock.                                     
--------------------------------------------------------------------------------
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES       
    (SEE INSTRUCTIONS)                                                     |X|

--------------------------------------------------------------------------------
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)                          

9.99%                                                                 
--------------------------------------------------------------------------------
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)                                

OO                                                                    
--------------------------------------------------------------------------------
*Based on 61,340,195 shares of the common stock, par value $0.0001 per share    
(the "Shares"), issued and outstanding of Retail Pro, Inc., a Delaware          
corporation (the "Company") as of May 29, 2008, as disclosed in the Company's   
Quarterly Report on Form 10-Q/A for the fiscal year ended December 31, 2007 (the
"10-Q/A"), which was the last report filed by the Company reporting the number  
of issued and outstanding Shares of the Company. The Company has not filed any  
public filing describing its outstanding Shares or the number of issued and     
outstanding Shares of the Company since the 10-Q/A. The Reporting Persons have  
no reason to believe that the information regarding the number of issued and    
outstanding Shares of the Company contained in the 10-Q/A is inaccurate. . As of
December 31, 2009, PSource Structured Debt Limited ("PSource"), Laurus Master   
Fund, Ltd. (in Liquidation) (the "Fund"), Valens U.S. SPV I, LLC, ("Valens US"),
and Valens Offshore SPV II, Corp. ("VOFF SPV II", and together with PSource, the
Fund, and Valens US, the "Investors") collectively held (i) 3,096,713 Shares,   
(ii) a warrant (the "First Warrant") to acquire 3,750,000 Shares at an exercise 
price of $0.71 per Share, subject to certain adjustments, (ii) a warrant (the   
"Second Warrant") to acquire 250,000 Shares at an exercise price of $0.43 per   
Share, subject to certain adjustments, (iii) a warrant (the "Third Warrant") to 
acquire 4,444,444 Shares at an exercise price of $0.23 per Share, subject to    
certain adjustments, (iv) a warrant (the "Fourth Warrant") to acquire 1,200,000 
Shares at an exercise price of $0.20 per Share, subject to certain adjustments, 
(v) a warrant (the "Option") to acquire 14,028,152 Shares at an exercise price  
of $0.01 per Share, subject to certain adjustments, (vi) a warrant ("Option 2A")
to acquire 1,125,000 Shares at an exercise price of $0.01 per Share, subject to 
certain adjustments, (vii) a warrant ("Option 2") to acquire 1,125,000 Shares at
an exercise price of $0.01 per Share, subject to certain adjustments, (viii) a  
warrant ("Option 3") to acquire 1,706,250 Shares at an exercise price of $0.01  
per Share, subject to certain adjustments, (ix) a warrant ("Option 4")to acquire
1,000,000 Shares at an exercise price of $0.01 per Share, subject to certain    
adjustments, (x) a warrant ("Option 5", and together with the First Warrant,    
Second Warrant, Third Warrant, Fourth Warrant, Option, Option 2A, Option 3 and  
Option 4, collectively, the "Warrants") to acquire 15,000,000 Shares at an      
exercise price of $0.01 per Share, subject to certain adjustments. The Warrants 
contain an issuance limitation prohibiting the Investors from exercising those  
securities to the extent that such exercise would result in beneficial ownership
by the Investors of more than 9.99% of the Shares then issued and outstanding   
(the "9.99% Issuance Limitation"). The 9.99% Issuance Limitation may be (a)     
waived by the Investors upon at least 61 days prior notice to the Company,      
provided there no indebtedness owed to the Investors is outstanding, and (b)    
following notice to the Company shall automatically become null and void upon   
the occurrence and/or continuance of an event of default (as defined in and     
pursuant to the terms of the applicable instrument). The Fund is in liquidation 
under the supervision of the Grand Court of the Cayman Islands. The Joint       
Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson    
Smith Associates, Ltd. The JOLs have discretion over the management of the Fund 
and the disposition of its assets, including the securities owned by the Fund   
reported in this Schedule 13G, as amended. Laurus Capital Management, LLC       
("LCM") acting through its controlling principals, Eugene Grin and David Grin,  
provides day to day investment management services to the Fund and its two      
feeder funds concerning their respective assets, including the securities owned 
by the Fund reported in this Schedule 13G, as amended, subject to certain       
oversight and preapproval rights of the JOLs and LCM's obligations to the Fund  
under the Seventh Amended and Restated Investment Management Agreement of April 
26, 2007, as amended, restated, modified and/or supplemented from time to time; 
all of the foregoing subject to specific directions otherwise given by the JOLs 
at their discretion. PSource is managed by LCM, subject to certain preapproval  
rights of the board of directors of Psource. Valens U.S. and VOFF SPV II are    
managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin,  
through other entities, are the controlling principals of LCM and VCM and share 
voting and investment power over the securities owned by the Fund (subject to   
the oversight and preapproval rights of the JOLs), PSource, Valens U.S. and VOFF
SPV II reported in this Schedule 13G, as amended. The JOLs share voting and     
investment power over the securities owned by the Fund.                         

SC 13G/A
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CUSIP No. 76131K107                                                             
--------------------------------------------------------------------------------
1    NAME OF REPORTING PERSON                                                   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).           

Valens U.S. SPV I, LLC                                                
20-8903266                                                            
--------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)        
(a) |_|                                                               
(b) |X|                                                               
--------------------------------------------------------------------------------
3    SEC USE ONLY                                                               

--------------------------------------------------------------------------------
4    CITIZENSHIP OR PLACE OF ORGANIZATION                                       

Delaware                                                              
--------------------------------------------------------------------------------
5    SOLE VOTING POWER                            

0 shares of Common Stock.*              
               -----------------------------------------------------------------
NUMBER OF    6    SHARED VOTING POWER                                       
SHARES                                                                    
BENEFICIALLY        6,464,307 shares of Common Stock.*                          
  OWNED BY     -----------------------------------------------------------------
EACH       7    SOLE DISPOSITIVE POWER                                  
REPORTING                                                                   
PERSON           0 shares of Common Stock.*                               
    WITH       -----------------------------------------------------------------
8    SHARED DISPOSITIVE POWER                     

6,464,307 shares of Common Stock.*      
--------------------------------------------------------------------------------
9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               

6,464,307 shares of Common Stock.                                     
--------------------------------------------------------------------------------
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES       
    (SEE INSTRUCTIONS)                                                     |X|

--------------------------------------------------------------------------------
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)                          

9.99%                                                                 
--------------------------------------------------------------------------------
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)                                

OO                                                                    
--------------------------------------------------------------------------------
*Based on 61,340,195 shares of the common stock, par value $0.0001 per share    
(the "Shares"), issued and outstanding of Retail Pro, Inc., a Delaware          
corporation (the "Company") as of May 29, 2008, as disclosed in the Company's   
Quarterly Report on Form 10-Q/A for the fiscal year ended December 31, 2007 (the
"10-Q/A"), which was the last report filed by the Company reporting the number  
of issued and outstanding Shares of the Company. The Company has not filed any  
public filing describing its outstanding Shares or the number of issued and     
outstanding Shares of the Company since the 10-Q/A. The Reporting Persons have  
no reason to believe that the information regarding the number of issued and    
outstanding Shares of the Company contained in the 10-Q/A is inaccurate. . As of
December 31, 2009, PSource Structured Debt Limited ("PSource"), Laurus Master   
Fund, Ltd. (in Liquidation) (the "Fund"), Valens U.S. SPV I, LLC, ("Valens US"),
and Valens Offshore SPV II, Corp. ("VOFF SPV II", and together with PSource, the
Fund, and Valens US, the "Investors") collectively held (i) 3,096,713 Shares,   
(ii) a warrant (the "First Warrant") to acquire 3,750,000 Shares at an exercise 
price of $0.71 per Share, subject to certain adjustments, (ii) a warrant (the   
"Second Warrant") to acquire 250,000 Shares at an exercise price of $0.43 per   
Share, subject to certain adjustments, (iii) a warrant (the "Third Warrant") to 
acquire 4,444,444 Shares at an exercise price of $0.23 per Share, subject to    
certain adjustments, (iv) a warrant (the "Fourth Warrant") to acquire 1,200,000 
Shares at an exercise price of $0.20 per Share, subject to certain adjustments, 
(v) a warrant (the "Option") to acquire 14,028,152 Shares at an exercise price  
of $0.01 per Share, subject to certain adjustments, (vi) a warrant ("Option 2A")
to acquire 1,125,000 Shares at an exercise price of $0.01 per Share, subject to 
certain adjustments, (vii) a warrant ("Option 2") to acquire 1,125,000 Shares at
an exercise price of $0.01 per Share, subject to certain adjustments, (viii) a  
warrant ("Option 3") to acquire 1,706,250 Shares at an exercise price of $0.01  
per Share, subject to certain adjustments, (ix) a warrant ("Option 4")to acquire
1,000,000 Shares at an exercise price of $0.01 per Share, subject to certain    
adjustments, (x) a warrant ("Option 5", and together with the First Warrant,    
Second Warrant, Third Warrant, Fourth Warrant, Option, Option 2A, Option 3 and  
Option 4, collectively, the "Warrants") to acquire 15,000,000 Shares at an      
exercise price of $0.01 per Share, subject to certain adjustments. The Warrants 
contain an issuance limitation prohibiting the Investors from exercising those  
securities to the extent that such exercise would result in beneficial ownership
by the Investors of more than 9.99% of the Shares then issued and outstanding   
(the "9.99% Issuance Limitation"). The 9.99% Issuance Limitation may be (a)     
waived by the Investors upon at least 61 days prior notice to the Company,      
provided there no indebtedness owed to the Investors is outstanding, and (b)    
following notice to the Company shall automatically become null and void upon   
the occurrence and/or continuance of an event of default (as defined in and     
pursuant to the terms of the applicable instrument). The Fund is in liquidation 
under the supervision of the Grand Court of the Cayman Islands. The Joint       
Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson    
Smith Associates, Ltd. The JOLs have discretion over the management of the Fund 
and the disposition of its assets, including the securities owned by the Fund   
reported in this Schedule 13G, as amended. Laurus Capital Management, LLC       
("LCM") acting through its controlling principals, Eugene Grin and David Grin,  
provides day to day investment management services to the Fund and its two      
feeder funds concerning their respective assets, including the securities owned 
by the Fund reported in this Schedule 13G, as amended, subject to certain       
oversight and preapproval rights of the JOLs and LCM's obligations to the Fund  
under the Seventh Amended and Restated Investment Management Agreement of April 
26, 2007, as amended, restated, modified and/or supplemented from time to time; 
all of the foregoing subject to specific directions otherwise given by the JOLs 
at their discretion. PSource is managed by LCM, subject to certain preapproval  
rights of the board of directors of Psource. Valens U.S. and VOFF SPV II are    
managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin,  
through other entities, are the controlling principals of LCM and VCM and share 
voting and investment power over the securities owned by the Fund (subject to   
the oversight and preapproval rights of the JOLs), PSource, Valens U.S. and VOFF
SPV II reported in this Schedule 13G, as amended. The JOLs share voting and     
investment power over the securities owned by the Fund.                         

SC 13G/A
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CUSIP No. 76131K107                                                             
--------------------------------------------------------------------------------
1    NAME OF REPORTING PERSON                                                   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).           

Valens Offshore SPV II, Corp.                                         
26-0811267                                                            
--------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)        
(a) |_|                                                               
(b) |X|                                                               
--------------------------------------------------------------------------------
3    SEC USE ONLY                                                               

--------------------------------------------------------------------------------
4    CITIZENSHIP OR PLACE OF ORGANIZATION                                       

Delaware                                                              
--------------------------------------------------------------------------------
5    SOLE VOTING POWER                            

0 shares of Common Stock.*              
               -----------------------------------------------------------------
NUMBER OF    6    SHARED VOTING POWER                                       
SHARES                                                                    
BENEFICIALLY        6,464,307 shares of Common Stock.*                          
  OWNED BY     -----------------------------------------------------------------
EACH       7    SOLE DISPOSITIVE POWER                                  
REPORTING                                                                   
PERSON           0 shares of Common Stock.*                               
    WITH       -----------------------------------------------------------------
8    SHARED DISPOSITIVE POWER                     

6,464,307 shares of Common Stock.*      
--------------------------------------------------------------------------------
9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               

6,464,307 shares of Common Stock.                                     
--------------------------------------------------------------------------------
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES       
    (SEE INSTRUCTIONS)                                                     |X|

--------------------------------------------------------------------------------
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)                          

9.99%                                                                 
--------------------------------------------------------------------------------
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)                                

CO                                                                    
--------------------------------------------------------------------------------
*Based on 61,340,195 shares of the common stock, par value $0.0001 per share    
(the "Shares"), issued and outstanding of Retail Pro, Inc., a Delaware          
corporation (the "Company") as of May 29, 2008, as disclosed in the Company's   
Quarterly Report on Form 10-Q/A for the fiscal year ended December 31, 2007 (the
"10-Q/A"), which was the last report filed by the Company reporting the number  
of issued and outstanding Shares of the Company. The Company has not filed any  
public filing describing its outstanding Shares or the number of issued and     
outstanding Shares of the Company since the 10-Q/A. The Reporting Persons have  
no reason to believe that the information regarding the number of issued and    
outstanding Shares of the Company contained in the 10-Q/A is inaccurate. . As of
December 31, 2009, PSource Structured Debt Limited ("PSource"), Laurus Master   
Fund, Ltd. (in Liquidation) (the "Fund"), Valens U.S. SPV I, LLC, ("Valens US"),
and Valens Offshore SPV II, Corp. ("VOFF SPV II", and together with PSource, the
Fund, and Valens US, the "Investors") collectively held (i) 3,096,713 Shares,   
(ii) a warrant (the "First Warrant") to acquire 3,750,000 Shares at an exercise 
price of $0.71 per Share, subject to certain adjustments, (ii) a warrant (the   
"Second Warrant") to acquire 250,000 Shares at an exercise price of $0.43 per   
Share, subject to certain adjustments, (iii) a warrant (the "Third Warrant") to 
acquire 4,444,444 Shares at an exercise price of $0.23 per Share, subject to    
certain adjustments, (iv) a warrant (the "Fourth Warrant") to acquire 1,200,000 
Shares at an exercise price of $0.20 per Share, subject to certain adjustments, 
(v) a warrant (the "Option") to acquire 14,028,152 Shares at an exercise price  
of $0.01 per Share, subject to certain adjustments, (vi) a warrant ("Option 2A")
to acquire 1,125,000 Shares at an exercise price of $0.01 per Share, subject to 
certain adjustments, (vii) a warrant ("Option 2") to acquire 1,125,000 Shares at
an exercise price of $0.01 per Share, subject to certain adjustments, (viii) a  
warrant ("Option 3") to acquire 1,706,250 Shares at an exercise price of $0.01  
per Share, subject to certain adjustments, (ix) a warrant ("Option 4")to acquire
1,000,000 Shares at an exercise price of $0.01 per Share, subject to certain    
adjustments, (x) a warrant ("Option 5", and together with the First Warrant,    
Second Warrant, Third Warrant, Fourth Warrant, Option, Option 2A, Option 3 and  
Option 4, collectively, the "Warrants") to acquire 15,000,000 Shares at an      
exercise price of $0.01 per Share, subject to certain adjustments. The Warrants 
contain an issuance limitation prohibiting the Investors from exercising those  
securities to the extent that such exercise would result in beneficial ownership
by the Investors of more than 9.99% of the Shares then issued and outstanding   
(the "9.99% Issuance Limitation"). The 9.99% Issuance Limitation may be (a)     
waived by the Investors upon at least 61 days prior notice to the Company,      
provided there no indebtedness owed to the Investors is outstanding, and (b)    
following notice to the Company shall automatically become null and void upon   
the occurrence and/or continuance of an event of default (as defined in and     
pursuant to the terms of the applicable instrument). The Fund is in liquidation 
under the supervision of the Grand Court of the Cayman Islands. The Joint       
Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson    
Smith Associates, Ltd. The JOLs have discretion over the management of the Fund 
and the disposition of its assets, including the securities owned by the Fund   
reported in this Schedule 13G, as amended. Laurus Capital Management, LLC       
("LCM") acting through its controlling principals, Eugene Grin and David Grin,  
provides day to day investment management services to the Fund and its two      
feeder funds concerning their respective assets, including the securities owned 
by the Fund reported in this Schedule 13G, as amended, subject to certain       
oversight and preapproval rights of the JOLs and LCM's obligations to the Fund  
under the Seventh Amended and Restated Investment Management Agreement of April 
26, 2007, as amended, restated, modified and/or supplemented from time to time; 
all of the foregoing subject to specific directions otherwise given by the JOLs 
at their discretion. PSource is managed by LCM, subject to certain preapproval  
rights of the board of directors of Psource. Valens U.S. and VOFF SPV II are    
managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin,  
through other entities, are the controlling principals of LCM and VCM and share 
voting and investment power over the securities owned by the Fund (subject to   
the oversight and preapproval rights of the JOLs), PSource, Valens U.S. and VOFF
SPV II reported in this Schedule 13G, as amended. The JOLs share voting and     
investment power over the securities owned by the Fund.                         

SC 13G/A
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CUSIP No. 76131K107                                                             
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1    NAME OF REPORTING PERSON                                                   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).           

Valens Capital Management, LLC                                        
20-8903345                                                            
--------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)        
(a) |_|                                                               
(b) |X|                                                               
--------------------------------------------------------------------------------
3    SEC USE ONLY                                                               

--------------------------------------------------------------------------------
4    CITIZENSHIP OR PLACE OF ORGANIZATION                                       

Delaware                                                              
--------------------------------------------------------------------------------
5    SOLE VOTING POWER                            

0 shares of Common Stock.*              
               -----------------------------------------------------------------
NUMBER OF    6    SHARED VOTING POWER                                       
SHARES                                                                    
BENEFICIALLY        6,464,307 shares of Common Stock.*                          
  OWNED BY     -----------------------------------------------------------------
EACH       7    SOLE DISPOSITIVE POWER                                  
REPORTING                                                                   
PERSON           0 shares of Common Stock.*                               
    WITH       -----------------------------------------------------------------
8    SHARED DISPOSITIVE POWER                     

6,464,307 shares of Common Stock.*      
--------------------------------------------------------------------------------
9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               

6,464,307 shares of Common Stock.                                     
--------------------------------------------------------------------------------
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES       
    (SEE INSTRUCTIONS)                                                     |X|

--------------------------------------------------------------------------------
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)                          

9.99%                                                                 
--------------------------------------------------------------------------------
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)                                

00                                                                    
--------------------------------------------------------------------------------
*Based on 61,340,195 shares of the common stock, par value $0.0001 per share    
(the "Shares"), issued and outstanding of Retail Pro, Inc., a Delaware          
corporation (the "Company") as of May 29, 2008, as disclosed in the Company's   
Quarterly Report on Form 10-Q/A for the fiscal year ended December 31, 2007 (the
"10-Q/A"), which was the last report filed by the Company reporting the number  
of issued and outstanding Shares of the Company. The Company has not filed any  
public filing describing its outstanding Shares or the number of issued and     
outstanding Shares of the Company since the 10-Q/A. The Reporting Persons have  
no reason to believe that the information regarding the number of issued and    
outstanding Shares of the Company contained in the 10-Q/A is inaccurate. . As of
December 31, 2009, PSource Structured Debt Limited ("PSource"), Laurus Master   
Fund, Ltd. (in Liquidation) (the "Fund"), Valens U.S. SPV I, LLC, ("Valens US"),
and Valens Offshore SPV II, Corp. ("VOFF SPV II", and together with PSource, the
Fund, and Valens US, the "Investors") collectively held (i) 3,096,713 Shares,   
(ii) a warrant (the "First Warrant") to acquire 3,750,000 Shares at an exercise 
price of $0.71 per Share, subject to certain adjustments, (ii) a warrant (the   
"Second Warrant") to acquire 250,000 Shares at an exercise price of $0.43 per   
Share, subject to certain adjustments, (iii) a warrant (the "Third Warrant") to 
acquire 4,444,444 Shares at an exercise price of $0.23 per Share, subject to    
certain adjustments, (iv) a warrant (the "Fourth Warrant") to acquire 1,200,000 
Shares at an exercise price of $0.20 per Share, subject to certain adjustments, 
(v) a warrant (the "Option") to acquire 14,028,152 Shares at an exercise price  
of $0.01 per Share, subject to certain adjustments, (vi) a warrant ("Option 2A")
to acquire 1,125,000 Shares at an exercise price of $0.01 per Share, subject to 
certain adjustments, (vii) a warrant ("Option 2") to acquire 1,125,000 Shares at
an exercise price of $0.01 per Share, subject to certain adjustments, (viii) a  
warrant ("Option 3") to acquire 1,706,250 Shares at an exercise price of $0.01  
per Share, subject to certain adjustments, (ix) a warrant ("Option 4")to acquire
1,000,000 Shares at an exercise price of $0.01 per Share, subject to certain    
adjustments, (x) a warrant ("Option 5", and together with the First Warrant,    
Second Warrant, Third Warrant, Fourth Warrant, Option, Option 2A, Option 3 and  
Option 4, collectively, the "Warrants") to acquire 15,000,000 Shares at an      
exercise price of $0.01 per Share, subject to certain adjustments. The Warrants 
contain an issuance limitation prohibiting the Investors from exercising those  
securities to the extent that such exercise would result in beneficial ownership
by the Investors of more than 9.99% of the Shares then issued and outstanding   
(the "9.99% Issuance Limitation"). The 9.99% Issuance Limitation may be (a)     
waived by the Investors upon at least 61 days prior notice to the Company,      
provided there no indebtedness owed to the Investors is outstanding, and (b)    
following notice to the Company shall automatically become null and void upon   
the occurrence and/or continuance of an event of default (as defined in and     
pursuant to the terms of the applicable instrument). The Fund is in liquidation 
under the supervision of the Grand Court of the Cayman Islands. The Joint       
Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson    
Smith Associates, Ltd. The JOLs have discretion over the management of the Fund 
and the disposition of its assets, including the securities owned by the Fund   
reported in this Schedule 13G, as amended. Laurus Capital Management, LLC       
("LCM") acting through its controlling principals, Eugene Grin and David Grin,  
provides day to day investment management services to the Fund and its two      
feeder funds concerning their respective assets, including the securities owned 
by the Fund reported in this Schedule 13G, as amended, subject to certain       
oversight and preapproval rights of the JOLs and LCM's obligations to the Fund  
under the Seventh Amended and Restated Investment Management Agreement of April 
26, 2007, as amended, restated, modified and/or supplemented from time to time; 
all of the foregoing subject to specific directions otherwise given by the JOLs 
at their discretion. PSource is managed by LCM, subject to certain preapproval  
rights of the board of directors of Psource. Valens U.S. and VOFF SPV II are    
managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin,  
through other entities, are the controlling principals of LCM and VCM and share 
voting and investment power over the securities owned by the Fund (subject to   
the oversight and preapproval rights of the JOLs), PSource, Valens U.S. and VOFF
SPV II reported in this Schedule 13G, as amended. The JOLs share voting and     
investment power over the securities owned by the Fund.                         

SC 13G/A
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CUSIP No. 76131K107                                                             
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1          NAME OF REPORTING PERSON: Chris Johnson                              

--------------------------------------------------------------------------------
2          CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP         (a) |_|     
                                                               (b) |X|
--------------------------------------------------------------------------------
3          SEC USE ONLY                                                         

--------------------------------------------------------------------------------
4          CITIZENSHIP OR PLACE OF ORGANIZATION                                 
Cayman Islands                                            
--------------------------------------------------------------------------------
NUMBER OF    5    SOLE VOTING POWER:  0 shares of Common Stock. *               
SHARES       -------------------------------------------------------------------
BENEFICIALLY 6    SHARED VOTING POWER:  6,464,307 shares of Common Stock. *     
OWNED BY     -------------------------------------------------------------------
EACH         7    SOLE DISPOSITIVE POWER:  0 shares of Common Stock. *          
REPORTING    -------------------------------------------------------------------
PERSON       8    SHARES DISPOSITIVE POWER:  6,464,307 shares of Common Stock. *
--------------------------------------------------------------------------------
9         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON          
6,464,307 shares of Common Stock                            
--------------------------------------------------------------------------------
10        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  
|X|                                                         
--------------------------------------------------------------------------------
11        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                       
9.99%                                                       
--------------------------------------------------------------------------------
12        TYPE OF REPORTING PERSON                                              
IN                                                          
--------------------------------------------------------------------------------
*Based on 61,340,195 shares of the common stock, par value $0.0001 per share    
(the "Shares"), issued and outstanding of Retail Pro, Inc., a Delaware          
corporation (the "Company") as of May 29, 2008, as disclosed in the Company's   
Quarterly Report on Form 10-Q/A for the fiscal year ended December 31, 2007 (the
"10-Q/A"), which was the last report filed by the Company reporting the number  
of issued and outstanding Shares of the Company. The Company has not filed any  
public filing describing its outstanding Shares or the number of issued and     
outstanding Shares of the Company since the 10-Q/A. The Reporting Persons have  
no reason to believe that the information regarding the number of issued and    
outstanding Shares of the Company contained in the 10-Q/A is inaccurate. . As of
December 31, 2009, PSource Structured Debt Limited ("PSource"), Laurus Master   
Fund, Ltd. (in Liquidation) (the "Fund"), Valens U.S. SPV I, LLC, ("Valens US"),
and Valens Offshore SPV II, Corp. ("VOFF SPV II", and together with PSource, the
Fund, and Valens US, the "Investors") collectively held (i) 3,096,713 Shares,   
(ii) a warrant (the "First Warrant") to acquire 3,750,000 Shares at an exercise 
price of $0.71 per Share, subject to certain adjustments, (ii) a warrant (the   
"Second Warrant") to acquire 250,000 Shares at an exercise price of $0.43 per   
Share, subject to certain adjustments, (iii) a warrant (the "Third Warrant") to 
acquire 4,444,444 Shares at an exercise price of $0.23 per Share, subject to    
certain adjustments, (iv) a warrant (the "Fourth Warrant") to acquire 1,200,000 
Shares at an exercise price of $0.20 per Share, subject to certain adjustments, 
(v) a warrant (the "Option") to acquire 14,028,152 Shares at an exercise price  
of $0.01 per Share, subject to certain adjustments, (vi) a warrant ("Option 2A")
to acquire 1,125,000 Shares at an exercise price of $0.01 per Share, subject to 
certain adjustments, (vii) a warrant ("Option 2") to acquire 1,125,000 Shares at
an exercise price of $0.01 per Share, subject to certain adjustments, (viii) a  
warrant ("Option 3") to acquire 1,706,250 Shares at an exercise price of $0.01  
per Share, subject to certain adjustments, (ix) a warrant ("Option 4")to acquire
1,000,000 Shares at an exercise price of $0.01 per Share, subject to certain    
adjustments, (x) a warrant ("Option 5", and together with the First Warrant,    
Second Warrant, Third Warrant, Fourth Warrant, Option, Option 2A, Option 3 and  
Option 4, collectively, the "Warrants") to acquire 15,000,000 Shares at an      
exercise price of $0.01 per Share, subject to certain adjustments. The Warrants 
contain an issuance limitation prohibiting the Investors from exercising those  
securities to the extent that such exercise would result in beneficial ownership
by the Investors of more than 9.99% of the Shares then issued and outstanding   
(the "9.99% Issuance Limitation"). The 9.99% Issuance Limitation may be (a)     
waived by the Investors upon at least 61 days prior notice to the Company,      
provided there no indebtedness owed to the Investors is outstanding, and (b)    
following notice to the Company shall automatically become null and void upon   
the occurrence and/or continuance of an event of default (as defined in and     
pursuant to the terms of the applicable instrument). The Fund is in liquidation 
under the supervision of the Grand Court of the Cayman Islands. The Joint       
Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson    
Smith Associates, Ltd. The JOLs have discretion over the management of the Fund 
and the disposition of its assets, including the securities owned by the Fund   
reported in this Schedule 13G, as amended. Laurus Capital Management, LLC       
("LCM") acting through its controlling principals, Eugene Grin and David Grin,  
provides day to day investment management services to the Fund and its two      
feeder funds concerning their respective assets, including the securities owned 
by the Fund reported in this Schedule 13G, as amended, subject to certain       
oversight and preapproval rights of the JOLs and LCM's obligations to the Fund  
under the Seventh Amended and Restated Investment Management Agreement of April 
26, 2007, as amended, restated, modified and/or supplemented from time to time; 
all of the foregoing subject to specific directions otherwise given by the JOLs 
at their discretion. PSource is managed by LCM, subject to certain preapproval  
rights of the board of directors of Psource. Valens U.S. and VOFF SPV II are    
managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin,  
through other entities, are the controlling principals of LCM and VCM and share 
voting and investment power over the securities owned by the Fund (subject to   
the oversight and preapproval rights of the JOLs), PSource, Valens U.S. and VOFF
SPV II reported in this Schedule 13G, as amended. The JOLs share voting and     
investment power over the securities owned by the Fund.                         

SC 13G/A
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CUSIP No. 76131K107                                                             
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1          NAME OF REPORTING PERSON: Russell Smith                              

--------------------------------------------------------------------------------
2          CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP         (a) |_|     
                                                               (b) |X|
--------------------------------------------------------------------------------
3          SEC USE ONLY                                                         

--------------------------------------------------------------------------------
4          CITIZENSHIP OR PLACE OF ORGANIZATION                                 
Cayman Islands                                            
--------------------------------------------------------------------------------
NUMBER OF    5    SOLE VOTING POWER:  0 shares of Common Stock. *               
SHARES       -------------------------------------------------------------------
BENEFICIALLY 6    SHARED VOTING POWER:  6,464,307 shares of Common Stock. *     
OWNED BY     -------------------------------------------------------------------
EACH         7    SOLE DISPOSITIVE POWER:  0 shares of Common Stock. *          
REPORTING    -------------------------------------------------------------------
PERSON       8    SHARES DISPOSITIVE POWER:  6,464,307 shares of Common Stock. *
--------------------------------------------------------------------------------
9         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON          
6,464,307 shares of Common Stock                            
--------------------------------------------------------------------------------
10        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  
|X|                                                         
--------------------------------------------------------------------------------
11        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                       
9.99%                                                       
--------------------------------------------------------------------------------
12        TYPE OF REPORTING PERSON                                              
IN                                                          
--------------------------------------------------------------------------------
*Based on 61,340,195 shares of the common stock, par value $0.0001 per share    
(the "Shares"), issued and outstanding of Retail Pro, Inc., a Delaware          
corporation (the "Company") as of May 29, 2008, as disclosed in the Company's   
Quarterly Report on Form 10-Q/A for the fiscal year ended December 31, 2007 (the
"10-Q/A"), which was the last report filed by the Company reporting the number  
of issued and outstanding Shares of the Company. The Company has not filed any  
public filing describing its outstanding Shares or the number of issued and     
outstanding Shares of the Company since the 10-Q/A. The Reporting Persons have  
no reason to believe that the information regarding the number of issued and    
outstanding Shares of the Company contained in the 10-Q/A is inaccurate. . As of
December 31, 2009, PSource Structured Debt Limited ("PSource"), Laurus Master   
Fund, Ltd. (in Liquidation) (the "Fund"), Valens U.S. SPV I, LLC, ("Valens US"),
and Valens Offshore SPV II, Corp. ("VOFF SPV II", and together with PSource, the
Fund, and Valens US, the "Investors") collectively held (i) 3,096,713 Shares,   
(ii) a warrant (the "First Warrant") to acquire 3,750,000 Shares at an exercise 
price of $0.71 per Share, subject to certain adjustments, (ii) a warrant (the   
"Second Warrant") to acquire 250,000 Shares at an exercise price of $0.43 per   
Share, subject to certain adjustments, (iii) a warrant (the "Third Warrant") to 
acquire 4,444,444 Shares at an exercise price of $0.23 per Share, subject to    
certain adjustments, (iv) a warrant (the "Fourth Warrant") to acquire 1,200,000 
Shares at an exercise price of $0.20 per Share, subject to certain adjustments, 
(v) a warrant (the "Option") to acquire 14,028,152 Shares at an exercise price  
of $0.01 per Share, subject to certain adjustments, (vi) a warrant ("Option 2A")
to acquire 1,125,000 Shares at an exercise price of $0.01 per Share, subject to 
certain adjustments, (vii) a warrant ("Option 2") to acquire 1,125,000 Shares at
an exercise price of $0.01 per Share, subject to certain adjustments, (viii) a  
warrant ("Option 3") to acquire 1,706,250 Shares at an exercise price of $0.01  
per Share, subject to certain adjustments, (ix) a warrant ("Option 4")to acquire
1,000,000 Shares at an exercise price of $0.01 per Share, subject to certain    
adjustments, (x) a warrant ("Option 5", and together with the First Warrant,    
Second Warrant, Third Warrant, Fourth Warrant, Option, Option 2A, Option 3 and  
Option 4, collectively, the "Warrants") to acquire 15,000,000 Shares at an      
exercise price of $0.01 per Share, subject to certain adjustments. The Warrants 
contain an issuance limitation prohibiting the Investors from exercising those  
securities to the extent that such exercise would result in beneficial ownership
by the Investors of more than 9.99% of the Shares then issued and outstanding   
(the "9.99% Issuance Limitation"). The 9.99% Issuance Limitation may be (a)     
waived by the Investors upon at least 61 days prior notice to the Company,      
provided there no indebtedness owed to the Investors is outstanding, and (b)    
following notice to the Company shall automatically become null and void upon   
the occurrence and/or continuance of an event of default (as defined in and     
pursuant to the terms of the applicable instrument). The Fund is in liquidation 
under the supervision of the Grand Court of the Cayman Islands. The Joint       
Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson    
Smith Associates, Ltd. The JOLs have discretion over the management of the Fund 
and the disposition of its assets, including the securities owned by the Fund   
reported in this Schedule 13G, as amended. Laurus Capital Management, LLC       
("LCM") acting through its controlling principals, Eugene Grin and David Grin,  
provides day to day investment management services to the Fund and its two      
feeder funds concerning their respective assets, including the securities owned 
by the Fund reported in this Schedule 13G, as amended, subject to certain       
oversight and preapproval rights of the JOLs and LCM's obligations to the Fund  
under the Seventh Amended and Restated Investment Management Agreement of April 
26, 2007, as amended, restated, modified and/or supplemented from time to time; 
all of the foregoing subject to specific directions otherwise given by the JOLs 
at their discretion. PSource is managed by LCM, subject to certain preapproval  
rights of the board of directors of Psource. Valens U.S. and VOFF SPV II are    
managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin,  
through other entities, are the controlling principals of LCM and VCM and share 
voting and investment power over the securities owned by the Fund (subject to   
the oversight and preapproval rights of the JOLs), PSource, Valens U.S. and VOFF
SPV II reported in this Schedule 13G, as amended. The JOLs share voting and     
investment power over the securities owned by the Fund.                         

SC 13G/A
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CUSIP No. 76131K107                                                             
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1    NAME OF REPORTING PERSON                                                   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).           

David Grin                                                            
--------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)        
(a) |_|                                                               
(b) |X|                                                               
--------------------------------------------------------------------------------
3    SEC USE ONLY                                                               

--------------------------------------------------------------------------------
4    CITIZENSHIP OR PLACE OF ORGANIZATION                                       

United States and Israel                                              
--------------------------------------------------------------------------------
5    SOLE VOTING POWER                            

0 shares of Common Stock.*              
               -----------------------------------------------------------------
NUMBER OF    6    SHARED VOTING POWER                                       
SHARES                                                                    
BENEFICIALLY        6,464,307 shares of Common Stock.*                          
  OWNED BY     -----------------------------------------------------------------
EACH       7    SOLE DISPOSITIVE POWER                                  
REPORTING                                                                   
PERSON           0 shares of Common Stock.*                               
    WITH       -----------------------------------------------------------------
8    SHARED DISPOSITIVE POWER                     

6,464,307 shares of Common Stock.*      
--------------------------------------------------------------------------------
9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               

6,464,307 shares of Common Stock.                                     
--------------------------------------------------------------------------------
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES       
    (SEE INSTRUCTIONS)                                                     |X|

--------------------------------------------------------------------------------
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)                          

9.99%                                                                 
--------------------------------------------------------------------------------
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)                                

IN                                                                    
--------------------------------------------------------------------------------
*Based on 61,340,195 shares of the common stock, par value $0.0001 per share    
(the "Shares"), issued and outstanding of Retail Pro, Inc., a Delaware          
corporation (the "Company") as of May 29, 2008, as disclosed in the Company's   
Quarterly Report on Form 10-Q/A for the fiscal year ended December 31, 2007 (the
"10-Q/A"), which was the last report filed by the Company reporting the number  
of issued and outstanding Shares of the Company. The Company has not filed any  
public filing describing its outstanding Shares or the number of issued and     
outstanding Shares of the Company since the 10-Q/A. The Reporting Persons have  
no reason to believe that the information regarding the number of issued and    
outstanding Shares of the Company contained in the 10-Q/A is inaccurate. . As of
December 31, 2009, PSource Structured Debt Limited ("PSource"), Laurus Master   
Fund, Ltd. (in Liquidation) (the "Fund"), Valens U.S. SPV I, LLC, ("Valens US"),
and Valens Offshore SPV II, Corp. ("VOFF SPV II", and together with PSource, the
Fund, and Valens US, the "Investors") collectively held (i) 3,096,713 Shares,   
(ii) a warrant (the "First Warrant") to acquire 3,750,000 Shares at an exercise 
price of $0.71 per Share, subject to certain adjustments, (ii) a warrant (the   
"Second Warrant") to acquire 250,000 Shares at an exercise price of $0.43 per   
Share, subject to certain adjustments, (iii) a warrant (the "Third Warrant") to 
acquire 4,444,444 Shares at an exercise price of $0.23 per Share, subject to    
certain adjustments, (iv) a warrant (the "Fourth Warrant") to acquire 1,200,000 
Shares at an exercise price of $0.20 per Share, subject to certain adjustments, 
(v) a warrant (the "Option") to acquire 14,028,152 Shares at an exercise price  
of $0.01 per Share, subject to certain adjustments, (vi) a warrant ("Option 2A")
to acquire 1,125,000 Shares at an exercise price of $0.01 per Share, subject to 
certain adjustments, (vii) a warrant ("Option 2") to acquire 1,125,000 Shares at
an exercise price of $0.01 per Share, subject to certain adjustments, (viii) a  
warrant ("Option 3") to acquire 1,706,250 Shares at an exercise price of $0.01  
per Share, subject to certain adjustments, (ix) a warrant ("Option 4")to acquire
1,000,000 Shares at an exercise price of $0.01 per Share, subject to certain    
adjustments, (x) a warrant ("Option 5", and together with the First Warrant,    
Second Warrant, Third Warrant, Fourth Warrant, Option, Option 2A, Option 3 and  
Option 4, collectively, the "Warrants") to acquire 15,000,000 Shares at an      
exercise price of $0.01 per Share, subject to certain adjustments. The Warrants 
contain an issuance limitation prohibiting the Investors from exercising those  
securities to the extent that such exercise would result in beneficial ownership
by the Investors of more than 9.99% of the Shares then issued and outstanding   
(the "9.99% Issuance Limitation"). The 9.99% Issuance Limitation may be (a)     
waived by the Investors upon at least 61 days prior notice to the Company,      
provided there no indebtedness owed to the Investors is outstanding, and (b)    
following notice to the Company shall automatically become null and void upon   
the occurrence and/or continuance of an event of default (as defined in and     
pursuant to the terms of the applicable instrument). The Fund is in liquidation 
under the supervision of the Grand Court of the Cayman Islands. The Joint       
Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson    
Smith Associates, Ltd. The JOLs have discretion over the management of the Fund 
and the disposition of its assets, including the securities owned by the Fund   
reported in this Schedule 13G, as amended. Laurus Capital Management, LLC       
("LCM") acting through its controlling principals, Eugene Grin and David Grin,  
provides day to day investment management services to the Fund and its two      
feeder funds concerning their respective assets, including the securities owned 
by the Fund reported in this Schedule 13G, as amended, subject to certain       
oversight and preapproval rights of the JOLs and LCM's obligations to the Fund  
under the Seventh Amended and Restated Investment Management Agreement of April 
26, 2007, as amended, restated, modified and/or supplemented from time to time; 
all of the foregoing subject to specific directions otherwise given by the JOLs 
at their discretion. PSource is managed by LCM, subject to certain preapproval  
rights of the board of directors of Psource. Valens U.S. and VOFF SPV II are    
managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin,  
through other entities, are the controlling principals of LCM and VCM and share 
voting and investment power over the securities owned by the Fund (subject to   
the oversight and preapproval rights of the JOLs), PSource, Valens U.S. and VOFF
SPV II reported in this Schedule 13G, as amended. The JOLs share voting and     
investment power over the securities owned by the Fund.                         

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CUSIP No. 76131K107                                                             
--------------------------------------------------------------------------------
1    NAME OF REPORTING PERSON                                                   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).           

Eugene Grin                                                           
--------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)        
(a) |_|                                                               
(b) |X|                                                               
--------------------------------------------------------------------------------
3    SEC USE ONLY                                                               

--------------------------------------------------------------------------------
4    CITIZENSHIP OR PLACE OF ORGANIZATION                                       

United States                                                         
--------------------------------------------------------------------------------
5    SOLE VOTING POWER                            

0 shares of Common Stock.*              
               -----------------------------------------------------------------
NUMBER OF    6    SHARED VOTING POWER                                       
SHARES                                                                    
BENEFICIALLY        6,464,307 shares of Common Stock.*                          
  OWNED BY     -----------------------------------------------------------------
EACH       7    SOLE DISPOSITIVE POWER                                  
REPORTING                                                                   
PERSON           0 shares of Common Stock.*                               
    WITH       -----------------------------------------------------------------
8    SHARED DISPOSITIVE POWER                     

6,464,307 shares of Common Stock.*      
--------------------------------------------------------------------------------
9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               

6,464,307 shares of Common Stock.                                     
--------------------------------------------------------------------------------
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES       
    (SEE INSTRUCTIONS)                                                     |X|

--------------------------------------------------------------------------------
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)                          

9.99%                                                                 
--------------------------------------------------------------------------------
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)                                

IN                                                                    
--------------------------------------------------------------------------------
*Based on 61,340,195 shares of the common stock, par value $0.0001 per share    
(the "Shares"), issued and outstanding of Retail Pro, Inc., a Delaware          
corporation (the "Company") as of May 29, 2008, as disclosed in the Company's   
Quarterly Report on Form 10-Q/A for the fiscal year ended December 31, 2007 (the
"10-Q/A"), which was the last report filed by the Company reporting the number  
of issued and outstanding Shares of the Company. The Company has not filed any  
public filing describing its outstanding Shares or the number of issued and     
outstanding Shares of the Company since the 10-Q/A. The Reporting Persons have  
no reason to believe that the information regarding the number of issued and    
outstanding Shares of the Company contained in the 10-Q/A is inaccurate. . As of
December 31, 2009, PSource Structured Debt Limited ("PSource"), Laurus Master   
Fund, Ltd. (in Liquidation) (the "Fund"), Valens U.S. SPV I, LLC, ("Valens US"),
and Valens Offshore SPV II, Corp. ("VOFF SPV II", and together with PSource, the
Fund, and Valens US, the "Investors") collectively held (i) 3,096,713 Shares,   
(ii) a warrant (the "First Warrant") to acquire 3,750,000 Shares at an exercise 
price of $0.71 per Share, subject to certain adjustments, (ii) a warrant (the   
"Second Warrant") to acquire 250,000 Shares at an exercise price of $0.43 per   
Share, subject to certain adjustments, (iii) a warrant (the "Third Warrant") to 
acquire 4,444,444 Shares at an exercise price of $0.23 per Share, subject to    
certain adjustments, (iv) a warrant (the "Fourth Warrant") to acquire 1,200,000 
Shares at an exercise price of $0.20 per Share, subject to certain adjustments, 
(v) a warrant (the "Option") to acquire 14,028,152 Shares at an exercise price  
of $0.01 per Share, subject to certain adjustments, (vi) a warrant ("Option 2A")
to acquire 1,125,000 Shares at an exercise price of $0.01 per Share, subject to 
certain adjustments, (vii) a warrant ("Option 2") to acquire 1,125,000 Shares at
an exercise price of $0.01 per Share, subject to certain adjustments, (viii) a  
warrant ("Option 3") to acquire 1,706,250 Shares at an exercise price of $0.01  
per Share, subject to certain adjustments, (ix) a warrant ("Option 4")to acquire
1,000,000 Shares at an exercise price of $0.01 per Share, subject to certain    
adjustments, (x) a warrant ("Option 5", and together with the First Warrant,    
Second Warrant, Third Warrant, Fourth Warrant, Option, Option 2A, Option 3 and  
Option 4, collectively, the "Warrants") to acquire 15,000,000 Shares at an      
exercise price of $0.01 per Share, subject to certain adjustments. The Warrants 
contain an issuance limitation prohibiting the Investors from exercising those  
securities to the extent that such exercise would result in beneficial ownership
by the Investors of more than 9.99% of the Shares then issued and outstanding   
(the "9.99% Issuance Limitation"). The 9.99% Issuance Limitation may be (a)     
waived by the Investors upon at least 61 days prior notice to the Company,      
provided there no indebtedness owed to the Investors is outstanding, and (b)    
following notice to the Company shall automatically become null and void upon   
the occurrence and/or continuance of an event of default (as defined in and     
pursuant to the terms of the applicable instrument). The Fund is in liquidation 
under the supervision of the Grand Court of the Cayman Islands. The Joint       
Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson    
Smith Associates, Ltd. The JOLs have discretion over the management of the Fund 
and the disposition of its assets, including the securities owned by the Fund   
reported in this Schedule 13G, as amended. Laurus Capital Management, LLC       
("LCM") acting through its controlling principals, Eugene Grin and David Grin,  
provides day to day investment management services to the Fund and its two      
feeder funds concerning their respective assets, including the securities owned 
by the Fund reported in this Schedule 13G, as amended, subject to certain       
oversight and preapproval rights of the JOLs and LCM's obligations to the Fund  
under the Seventh Amended and Restated Investment Management Agreement of April 
26, 2007, as amended, restated, modified and/or supplemented from time to time; 
all of the foregoing subject to specific directions otherwise given by the JOLs 
at their discretion. PSource is managed by LCM, subject to certain preapproval  
rights of the board of directors of Psource. Valens U.S. and VOFF SPV II are    
managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin,  
through other entities, are the controlling principals of LCM and VCM and share 
voting and investment power over the securities owned by the Fund (subject to   
the oversight and preapproval rights of the JOLs), PSource, Valens U.S. and VOFF
SPV II reported in this Schedule 13G, as amended. The JOLs share voting and     
investment power over the securities owned by the Fund.                         

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Item 1(a).  Name of Issuer: Retail Pro, Inc.                                    

Item 1(b).  Address of Issuer's Principal Executive Offices:                    
3252 HOLIDAY COURT, SUITE 226, LA JOLLA, CA 92037       

Item 2(a).  Name of Person Filing: Laurus Master Fund, Ltd. (in Liquidation)*   

         This Schedule 13G, as amended, is also filed on behalf of PSource
         Structured Debt Limited, a closed ended company incorporated with
        limited liability in Guernsey, Laurus Capital Management, LLC, a
            Delaware limited liability company, Valens Offshore SPV II, Corp., a
        Delaware corporation, Valens U.S. SPV I, LLC, a Delaware limited
     liability company, Valens Capital Management, LLC, a Delaware
            limited liability company, Chris Johnson, Russell Smith, Eugene Grin
       and David Grin. Laurus Master Fund, Ltd. (In Liquidation) is in
            official liquidation under the supervision of the Grand Court of the
            Cayman Islands. The Joint Official Liquidators are Chris Johnson and
          Russell Smith of Johnson Smith Associates, Ltd. The Joint Official
        Liquidators have discretion over the management of Laurus Master
      Fund, Ltd. (In Liquidation) and the disposition of its assets,
      including the securities owned by Laurus Master Fund, Ltd. (In
      Liquidation) reported in this Schedule 13G, as amended. Laurus
           Capital Management, LLC, acting through its controlling principals,
  Eugene Grin and David Grin, provides day to day investment
            management services to Laurus Master Fund, Ltd. (In Liquidation) and
          its two feeder funds concerning their respective assets, including
         the securities owned by Laurus Master Fund, Ltd. (In Liquidation)
           reported in this Schedule 13G, as amended, subject to the oversight
           and preapproval rights of the Joint Official Liquidators and Laurus
         Capital Management, LLC's obligations to Laurus Master Fund, Ltd.
          (In Liquidation) under the Seventh Amended and Restated Investment
     Management Agreement of April 26, 2007, as amended, restated,
            modified and/or supplemented from time to time; all of the foregoing
            subject to specific directions otherwise given by the Joint Official
       Liquidators at their discretion. Laurus Capital Management, LLC
   manages PSource Structured Debt Limited, subject to certain
          preapproval rights of the board of directors of Psource Structured
            Debt Limited. Valens Capital Management, LLC manages Valens Offshore
          SPV I Ltd. and Valens U.S. SPV I, LLC. Eugene Grin and David Grin,
        through other entities, are the controlling principals of Laurus
            Capital Management, LLC and Valens Capital Management, LLC and share
       voting and investment power over the securities owned by Laurus
        Master Fund, Ltd. (In Liquidation) (subject to the oversight and
      preapproval rights of the Joint Official Liquidators), PSource
          Structured Debt Limited, Valens Offshore SPV II, Corp., and Valens
            U.S. SPV I, LLC reported in this Schedule 13G, as amended. The Joint
       Official Liquidators share voting and investment power over the
      securities owned by Laurus Master Fund, Ltd. (In Liquidation).
         Information related to each of Joint Official Liquidators, Laurus
        Capital Management, LLC, PSource Structured Debt Limited, Valens
      U.S. SPV I, LLC, Valens Offshore SPV II, Corp., Valens Capital
            Management, LLC, Eugene Grin and David Grin is set forth on Appendix
A hereto.                                               

Item 2(b).  Address of Principal Business Office or if none,  Residence:  c/o   
           Laurus Capital Management, LLC, 335 Madison Avenue, 10th Floor, New
York, NY 10017                                          

Item 2(c).  Citizenship: Cayman Islands                                         

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Item 2(d).  Title of Class of Securities: Common Stock                          

Item 2(e).  CUSIP Number: 76131K107                                             

Item 3.     Not Applicable                                                      

Item 4.     Ownership:                                                          

      (a) Amount Beneficially Owned: 6,464,307 shares of Common Stock*

(b) Percent of Class: 9.99%*                              

(c) Number of shares as to which such person has:         

         (i)   sole power to vote or to direct the vote: 0 shares of
Common Stock*                         
         (ii)  shared power to vote or to direct the vote: 6,464,307
shares of Common Stock*               
          (iii) sole power to dispose or to direct the disposition of:
0 shares of Common Stock*             
            (iv)  shared power to dispose or to direct the disposition of:
6,464,307 shares of Common Stock*     

Item 5.  Ownership of Five Percent or Less of a Class: Not applicable           

Item 6.  Ownership of More than Five Percent on Behalf of Another  Person:  Not 
applicable                                                    

Item 7.  Identification and  Classification  of Subsidiary  Which  Acquired the 
Securities: Not applicable                                    

Item 8.  Identification and  Classification  of  Members  of  the  Group:  Not  
applicable                                                    

Item 9.  Notice of Dissolution of Group: Not applicable                         

Item 10. Certification:                                                         

  By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for 
the purpose of or with the effect of changing or influencing the control of the 
issuer of the securities and were not acquired and are not held in connection   
with or as a participant in any transaction having that purpose or effect.      

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-----------                                                                     
*Based on 61,340,195 shares of the common stock, par value $0.0001 per share    
(the "Shares"), issued and outstanding of Retail Pro, Inc., a Delaware          
corporation (the "Company") as of May 29, 2008, as disclosed in the Company's   
Quarterly Report on Form 10-Q/A for the fiscal year ended December 31, 2007 (the
"10-Q/A"), which was the last report filed by the Company reporting the number  
of issued and outstanding Shares of the Company. The Company has not filed any  
public filing describing its outstanding Shares or the number of issued and     
outstanding Shares of the Company since the 10-Q/A. The Reporting Persons have  
no reason to believe that the information regarding the number of issued and    
outstanding Shares of the Company contained in the 10-Q/A is inaccurate. . As of
December 31, 2009, PSource Structured Debt Limited ("PSource"), Laurus Master   
Fund, Ltd. (in Liquidation) (the "Fund"), Valens U.S. SPV I, LLC, ("Valens US"),
and Valens Offshore SPV II, Corp. ("VOFF SPV II", and together with PSource, the
Fund, and Valens US, the "Investors") collectively held (i) 3,096,713 Shares,   
(ii) a warrant (the "First Warrant") to acquire 3,750,000 Shares at an exercise 
price of $0.71 per Share, subject to certain adjustments, (ii) a warrant (the   
"Second Warrant") to acquire 250,000 Shares at an exercise price of $0.43 per   
Share, subject to certain adjustments, (iii) a warrant (the "Third Warrant") to 
acquire 4,444,444 Shares at an exercise price of $0.23 per Share, subject to    
certain adjustments, (iv) a warrant (the "Fourth Warrant") to acquire 1,200,000 
Shares at an exercise price of $0.20 per Share, subject to certain adjustments, 
(v) a warrant (the "Option") to acquire 14,028,152 Shares at an exercise price  
of $0.01 per Share, subject to certain adjustments, (vi) a warrant ("Option 2A")
to acquire 1,125,000 Shares at an exercise price of $0.01 per Share, subject to 
certain adjustments, (vii) a warrant ("Option 2") to acquire 1,125,000 Shares at
an exercise price of $0.01 per Share, subject to certain adjustments, (viii) a  
warrant ("Option 3") to acquire 1,706,250 Shares at an exercise price of $0.01  
per Share, subject to certain adjustments, (ix) a warrant ("Option 4")to acquire
1,000,000 Shares at an exercise price of $0.01 per Share, subject to certain    
adjustments, (x) a warrant ("Option 5", and together with the First Warrant,    
Second Warrant, Third Warrant, Fourth Warrant, Option, Option 2A, Option 3 and  
Option 4, collectively, the "Warrants") to acquire 15,000,000 Shares at an      
exercise price of $0.01 per Share, subject to certain adjustments. The Warrants 
contain an issuance limitation prohibiting the Investors from exercising those  
securities to the extent that such exercise would result in beneficial ownership
by the Investors of more than 9.99% of the Shares then issued and outstanding   
(the "9.99% Issuance Limitation"). The 9.99% Issuance Limitation may be (a)     
waived by the Investors upon at least 61 days prior notice to the Company,      
provided there no indebtedness owed to the Investors is outstanding, and (b)    
following notice to the Company shall automatically become null and void upon   
the occurrence and/or continuance of an event of default (as defined in and     
pursuant to the terms of the applicable instrument). The Fund is in liquidation 
under the supervision of the Grand Court of the Cayman Islands. The Joint       
Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson    
Smith Associates, Ltd. The JOLs have discretion over the management of the Fund 
and the disposition of its assets, including the securities owned by the Fund   
reported in this Schedule 13G, as amended. Laurus Capital Management, LLC       
("LCM") acting through its controlling principals, Eugene Grin and David Grin,  
provides day to day investment management services to the Fund and its two      
feeder funds concerning their respective assets, including the securities owned 
by the Fund reported in this Schedule 13G, as amended, subject to certain       
oversight and preapproval rights of the JOLs and LCM's obligations to the Fund  
under the Seventh Amended and Restated Investment Management Agreement of April 
26, 2007, as amended, restated, modified and/or supplemented from time to time; 
all of the foregoing subject to specific directions otherwise given by the JOLs 
at their discretion. PSource is managed by LCM, subject to certain preapproval  
rights of the board of directors of Psource. Valens U.S. and VOFF SPV II are    
managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin,  
through other entities, are the controlling principals of LCM and VCM and share 
voting and investment power over the securities owned by the Fund (subject to   
the oversight and preapproval rights of the JOLs), PSource, Valens U.S. and VOFF
SPV II reported in this Schedule 13G, as amended. The JOLs share voting and     
investment power over the securities owned by the Fund.                         

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SIGNATURE                                                                       

After reasonable inquiry and to the best of my knowledge and belief, I certify  
that the information set forth in this statement is true, complete and correct. 

               February 12, 2010
                        --------------------------
  Date

                                       LAURUS MASTER FUND, LTD. (IN LIQUIDATION)

               /s/ Russell Smith
                                       -----------------------------------------
           Russell Smith
                                Joint Official Liquidator (for the
                                     account of Laurus Master Fund, Ltd. and
                         with no personal liability)

               February 12, 2010

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APPENDIX A                                                                      

A. Name:                  PSource Structured Debt Limited, a closed ended       
                  company incorporated with limited liability in
Guernsey                    

Business               335 Madison Avenue, 10th Floor                     
Address:               New York, New York 10017                           

Place of Organization: Guernsey                                           

B. Name:                  Laurus Capital Management, LLC, a                     
      Delaware limited liability company

Business               335 Madison Avenue, 10th Floor                     
Address:               New York, New York 10017                           

Place of Organization: Delaware                                           

C. Name:                  Valens U.S. SPV I LLC, a Delaware                     
limited liability company   

Business               335 Madison Avenue, 10th Floor                     
Address:               New York, New York 10017                           

Place of Organization: Delaware                                           

D. Name:                  Valens Offshore SPV II, Corp., a                      
Delaware corporation        

Business               335 Madison Avenue, 10th Floor                     
Address:               New York, New York 10017                           

Place of Organization: Delaware                                           

E. Name:                  Valens Capital Management, LLC, a                     
      Delaware limited liability company

Business               335 Madison Avenue, 10th Floor                     
Address:               New York, New York 10017                           

Place of Organization: Delaware                                           

F. Name:                  Eugene Grin                                           
Business Address:      335 Madison Avenue, 10th Floor Address             
New York, New York 10017    

Principal              Principal of Valens Capital Management, LLC        
Occupation:            Principal of Laurus Capital Management, LLC        

Citizenship:           United States                                      

G. Name:                  David Grin                                            
Business Address:      335 Madison Avenue, 10th Floor                     
New York, New York 10017    

Principal              Principal of Valens Capital Management, LLC        
Occupation:            Principal of Laurus Capital Management, LLC        

Citizenship:           United States and Israel                           

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H. Name:                  Chris Johnson                                         

Business Address:      Elizabethan Square, 80 Shedden Road, George Town,  
         Grand Cayman, Cayman Islands KY1-1104

Principal Occupation:  Managing Director, Johnson Smith Associates Ltd.   

Citizenship:           Cayman Islands                                     

I. Name:                  Russell Smith                                         

Business Address:      Elizabethan Square, 80 Shedden Road, George Town,  
         Grand Cayman, Cayman Islands KY1-1104

Principal Occupation:  Director, Johnson Smith Associates Ltd.            

Citizenship:           Cayman Islands                                     

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Each of PSource Structured Debt Limited, Laurus Capital Management, LLC, Valens 
U.S. SPV I, LLC, Valens Offshore SPV II, LLC, Valens Capital Management, LLC,   
Chris Johnson, Russell Smith, Eugene Grin and David Grin hereby agrees, by their
execution below, that the Schedule 13G to which this Appendix A is attached is  
filed on behalf of each of them, respectively.                                  

PSource Structured Debt Limited                                                 

By:  Laurus Capital Management, LLC                                             
Individually and as investment manager                                          

/s/ Eugene Grin                                                                 
----------------------------------                                              
Eugene Grin                                                             
Principal                                                               
February 12, 2010                                                       

Valens U.S. SPV I, LLC                                                          
Valens Offshore SPV II, Corp.                                                   

By:  Valens Capital Management, LLC                                             
Individually and as investment manager                                          

/s/ Eugene Grin                                                                 
----------------------------------                                              
Eugene Grin                                                             
Principal                                                               
February 12, 2010                                                       

/s/ Chris Johnson                                                               
-------------------------------------------                                     
Chris Johnson, on his individual behalf                                 
February 12, 2010                                                       

/s/ Russell Smith                                                               
-------------------------------------------                                     
Russell Smith, on his individual behalf                                 
February 12, 2010                                                       

/s/ Eugene Grin                                                                 
-------------------------------------------                                     
Eugene Grin, on his individual behalf                                   
February 12, 2010                                                       

/s/ David Grin                                                                  
-------------------------------------------                                     
David Grin, on his individual behalf                                    
February 12, 2010                                                       

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13G/A’ Filing		Date		First		Last			Other Filings
Filed on:		2/16/10							SC 13G/A
		2/12/10		15		18
		12/31/09		1		14
		5/29/08		2		14			10-Q
		12/31/07		2		14			10-Q,  10-Q/A,  4
		4/26/07		2		14
									List all Filings