Item 1.01 Entry into Material Definitive Agreement

On January 28, 2009, the registrant executed a formal employment agreement with John Oakley, our Chief Financial Officer. The agreement has a three (3) year term, commencing on January 28, 2009 and expiring on January 27, 2012. The agreement provides for an annual base salary of $200,000.

Executive will be entitled to receive a bonus of 50% of base salary upon meeting targets established and agreed to by our Chief Executive Officer after consultation with the Executive. The bonus shall be paid within 14 days of the achievement of the performance criteria.

In the event of a change of control, Mr. Oakley is entitled to a lump sum payment equivalent to one (1) times his then current base salary and aggregate bonus payments paid to him for the previous four (4) quarters.

Mr. Oakley is entitled to standard fringe benefits provided to other executives of the Company, including medical and dental insurance coverage, vacation, auto allowance, holidays and sick leave.

The agreement provides for a one (1) year noncompetition and restrictive covenant after termination of employment. The agreement contains standard termination and change of control provisions.

A copy of the agreement is attached as Exhibit 99.1 to this Form 8-K, to which reference is hereby. The above is merely a summary of the terms and conditions of the employment agreement, which shall control.

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