The Company incorporates by reference the information contained in Item 5.02 of this filing.

On November 19, 2008, the Company filed a Current Report on Form 8-K disclosing the appointment of Rich Nathan ("Executive") as the Company's President and CEO. As of November 17, 2008, the date of the appointment, the Company and Executive had not yet reached an agreement with regard to Executive's employment and compensation. On February 20, 2009, the Company and Executive completed negotiations and entered in into a written employment agreement that includes the following terms:

· Start date of Monday, November 17, 2008;

· Annual salary of $240,000 to be paid bi-weekly;

· Grant of stock options to purchase 1,000,000 common shares at $0.10 per share (closing price on November 17, 2008, Executives start date);

· Compensation committee to establish bonus pool equal to:

- 3% of increase in market capitalization occurring during first year of employment; and

- 2% of increase in market capitalization year after year for all periods thereafter,

Executive shall have full discretion of the bonus pool to make grants to Company employees, including himself; and

· Executive is being employed "At-Will" and will not be entitled to any severance upon termination.

The foregoing summary of Executive's employment agreement is qualified in its entirety by reference to the full text of the document, a copy of which is attached hereto as Exhibits 10.01 and is incorporated herein in its entirety by reference.

Exhibit
Number       Description

10.01   *    Employment Agreement of Mr. Richard Nathan dated February 20, 2009

Previously filed as exhibit 10.01 to the Current Report on Form 8-K on February 24, 2009.