Item 1.01. Entry into a Material Definitive Agreement.

On June 11, 2008, the Company agreed to issue to its principal officer and shareholder, Todd M. Axelrod, an aggregate 800,000 shares of its Company's Common Stock from treasury in exchange for the cancellation of an outstanding promissory note payable by the Company to Mr. Axelrod in the principal amount of $1,000,000. The outstanding principal amount of the note is being converted into shares of Common Stock at a conversion price of $1.25 per share, representing a premium to the closing price on June 10, 2008. The shares are being issued from the Company's treasury stock in accordance with the exemptions provided by Sections 3(a)(9) and/or 4(2) under the Securities Act of 1933, as amended.