Item 1.01 Entry into a Material Definitive Agreement

On January 11, 2008, the Registrant entered into a consultant agreement (the "Agreement") with Mr. John S. Cooper, Vice Chairman of the Board. The Agreement has a term of 12 months, under which the Registrant will pay Mr. Cooper a consulting fee of $36,000 annually, in 12 equal monthly installments. In addition to the consultant fee, Mr. Cooper is eligible to participate in the Registrant's annual bonus plan and will receive reimbursement of reasonable expenses incurred in performance of his consultant duties. Mr. Cooper is not eligible to participate in any of the benefit programs offered to employees of the Registrant (other than as specifically set forth in the Agreement). The Agreement does not preclude Mr. Cooper's receipt of normal and customary fees from his service on the Board of Directors.

For more detailed information, please see the copy of the Agreement attached as Exhibit 10.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits

(a) Financial statements of businesses acquired. Not Applicable.

(b) Pro forma financial information. Not Applicable.

(c) Shell company transactions: Not Applicable.

(d) Exhibits.
Exhibit 10.1: Consultant Agreement with John S. Cooper.