Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 16, 2008, the Board of Directors of the Registrant appointed David Mazaika as the Company's Chief Operating Officer, effective December 22, 2008. Under the terms of his employment, Mr. Mazaika will receive an initial annual base salary of $250,000, a grant of stock options to purchase 150,000 shares of the Company's common stock that will vest ratably over a four year period, and a monthly car allowance of $1,000. Mr. Mazaika will also be eligible to participate in such other benefit programs as are customarily offered to the Company's executive officers. Mr. Mazaika's employment with the Company is terminable at-will by either party at any time.

Mr. Mazaika previously served as Chairman of the Board of Directors and Chief Executive Officer of ISE Corporation since 1995. ISE Corporation is a supplier of integrated hybrid-electric drive systems and control software for large buses and trucks. Mr. Mazaika co-founded ISE Corporation in 1994. Before then, he held various positions with General Dynamics Corporation from 1985 to 1993. Mr. Mazaika, who holds a Bachelor of Science in electrical engineering from Cornell University, has more than 20 years management and technical experience in high tech, automotive, and aerospace industries.

---