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

Entry into an Employment Agreement with President and CEO

On January 23, 2009, the Board of Directors of the Company (the "Board") approved an employment agreement (the "Agreement") with Andrew S. Prince, the Company's President and CEO. The initial term of the Agreement runs through September 1, 2008 with automatic one year extensions if not terminated. For particulars see the attached exhibit 10.1.

The Agreement calls for Mr. Prince to receive a base salary of $210,000 plus certain incentive bonuses. The base salary and bonuses are subject to annual review. The initial bonuses are based on meeting sales (1% in excess of $10 Million by the Freundlich subsidiary for the 12 months ending September 2009) and profit objectives (3% of pretax consolidated profits of the Company in excess of the prior year profits for the 12 months ending September 2009); as well as a bonus for strengthening the financing of the Company (2% of net equity and 1% of additional debt over the now existing $3 Million line of credit debt) and a bonus in the event there is a sale of a major asset of the Company (2% of the sale price in the form of consideration received by the Company). Mr. Prince is entitled to other usual benefits and is subject to the usual restrictions associated with persons fulfilling the position of a company's President and CEO.

As previously reported, Mr. Prince has been serving as the Company's President and CEO since January 19, 2007. Mr. Prince has the following background: Mr. Prince is presently President and Chief Executive Officer of the Company. Mr. Prince, for the period immediately prior to his present position, was a principal of Prince Strategic Group LC, a strategic advisory and merchant-banking group. Prince Strategic Group's focus is strategic planning, acquisition/disposition advice, financial restructuring and providing crisis and interim CEO, COO management. Mr. Prince has assisted large and small organizations to develop and implement their business strategies and refine their operations. He has extensive experience with corporate financing, strategic relationship and acquisition transactions, including their financial and strategic analysis, structuring and negotiations, strategic planning and management development activities as well as background in all facets of operations in both small and large organizations. From June 1, 2004-June 1, 2006, Mr. Prince was a director of CDKnet.com (now Arkados Group, Inc.) (OTCBB:
AKDS). Mr. Prince is a graduate of the United States Naval Academy, Harvard Law School and Harvard Business School.