Item 1.01. Entry into a Material Definitive Agreement

The Company and holders of its outstanding Convertible Notes having a current aggregate principal amount of $564,166 issued pursuant to the Subscription Agreement dated March 12, 2007 have agreed as follows:

The Maturity Date of the Notes shall be August 31, 2009; The holders of the Notes may convert any principal amount, interest and any other amount that remains outstanding on the Note at an applied conversion rate equal to the lessor of (A) the Fixed Conversion Price (as defined in the Notes), or (B) seventy -five percent (75%) of the average closing bid prices of the Common Stock as reported by Bloomberg L.P. for the five (5) trading days preceding the date the Company receives the Holder's Notice of Conversion; The Holders of the outstanding Notes also agreed that they will not sell on any one day an amount of shares of the Company's Common Stock, issuable upon conversion of such Holder's Note, that is equal to or more than 25% of the daily volume weighted average price of number of shares of the Company's Common Stock on such date on the Trading Market on which the Company's Common Stock is then listed or quoted for trading as reported by Bloomberg L.P., provided this limitation shall not apply if (i) the shares issuable upon conversion of the Note have been sold, (ii) the Company's Common Stock is trading at a price equal to or greater than $1.50 per share on the date of such sale, (iii) on or after August 31, 2009, or (iv) if Holders owing at least 80% of the outstanding aggregate principal amount of the Notes agree in writing that this provision shall be null and void.
The Holders also waived any damages and claims that may have otherwise been made as a result of the Company's non-compliance with Section 1.2 of the Notes and for not paying the Note by March 12, 2009.

The foregoing description of the letter agreement does not purport to be complete and is qualified in its entirety by reference to the letter agreements which is attached as exhibits to this Current Report and is incorporated into this Item by reference.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Business Acquired

N/A

(b) Pro Forma Financial

N/A

(c) Pro Forma Financial Information

N/A

(d) Exhibits.
99.1 Letter Agreement between the Company and the Note Holders