Item 5.02. Departure of Directors or Certain Officers

On June 25, 2008, the Company finalized agreements with Robert Tarantino, formerly President, CEO, Chairman of the Board of Directors and a Director of the Company. The Retirement Agreement executed by the Company and Mr. Tarantino (the "Agreement") confirms Mr. Tarantino's retirement as an officer and employee of the Company (including as a Trustee of the Company's 401(K) Plan) as of May 7, 2008, and Mr. Tarantino's resignation as a Director of the Company effective June 13, 2008.

The Agreement provides for a total retirement payment consisting of
(a) the continued payment, for a term of one year from May 7, 2008, of the $300,000 compensation set forth in Mr. Tarantino's Employment Agreement with the Company, dated February 1, 2005, as amended (the "Employment Agreement"), (b) the payment of an additional $300,000 to Mr. Tarantino within seven days of the execution of the Agreement, (c) a bonus for the Company's 2009 fiscal year (ending April 30, 2009) calculated in the same manner as Mr. Tarantino's fiscal year 2008 bonus, as applied to the financial results for the fiscal year ending April 30, 2009 and (d) Mr. Tarantino's legal fees (up to $10,000) in connection with the review and negotiation of the Agreement. In addition, the Agreement provides that any and all stock options granted to Mr. Tarantino must be exercised by May 7, 2009, and provides for continuation of health insurance and certain other benefits for approximately one year. The Agreement also contains mutual releases between Mr. Tarantino and the Company, and effectively terminates any payments under the Employment Agreement other than those set forth in the Agreement.

In addition, the Agreement contains an undertaking by Mr. Tarantino to refrain from using or disclosing any confidential information regarding the Company, and provides that the non-solicitation and non-competition provisions of the Employment Agreement shall survive until May 2, 2011.